Taking
by WinifredBrennan
Summary: Wesley is alone, isolated from the rest of Angel Investigations after taking Connor. Fred can't just ignore Wesley. He was their boss, the leader, the one man she couldn't forget.   FINAL CHAPTER UP!   updated 12/7/10
1. I Knew

**Title: Taking What We Want**

**Universe: Angel, Season 3. **

**Pairing: Fred/Gunn & Fred/Wes**

**Episodic Timeline: 3.20- A New World**

**Fred **stopped at the base of the staircase. "You went to Wesley for me. He's the one who told you how to save me."

Gunn refused to look his girl in the eye. "Yeah, and he made it very clear. We can't go there again. None of us will be knocking on Wesley's door anytime soon." Gunn headed up the stairs leaving Fred in his wake.

**There **was a light knock on the door. Wesley glanced over, supposing who it would be. He pulled the door open only to have his supposition completely debased.

"Fred..." His voice was raspy, quiet. The blood pulsing through his veins suddenly seemed deafening.

Fred stood there quietly, seeming quite nervous. "Hey Wesley, can I...?" She gestured.

Wesley nodded. Fred came in and he shut the door behind her. They sat on opposite ends of the couch. Fred noticed that the blinds were drawn, making the place seem dark and dingy. And a bottle of amber liquid rested on the table in front of them; it was more than half gone. She took her gaze away from it; she didn't want to think about the pain he must've been feeling. But then again, how could she not? It was glaring her in the face, the last things she had said to him at the hospital, that he could never return to the hotel or Angel would kill him, and now here he was, all alone.

"Was there something...?" Wesley's rasped question brought Fred back to reality. She glanced up into his quizzical stare.

"I wanted to thank you, for saving my life." Fred said, staring down at her hands.

"How could I not?" Wesley replied, his question hanging in the air like an omen between them.

She scooted closer to him on the couch purposely, feeling much more than gratitude suddenly; she felt sorry for him. She felt a need to relieve his loneliness.

Wesley watched her movements. He was leery that after all this time this could manifest to more than just a friendly visit. He knew better than to allow himself such hope.

"God..." Fred's gentle touch brushed over the scar on his neck. He warmed instinctively at the touch. "I'm so sorry, Wesley."

He loved the way she said his name. Her touch lingered even after she had removed her fingers from his neck.

He meant to reply. To assure her that it was in no way her fault. To thank her just for being here, at this exact moment.

His eyes met hers. "Fred..." His lips wrapped lovingly around the name, before their lips touched in a soft kiss.

Fred startled, her eyes widening. "No," She began to protest. He pulled her into another kiss, a demanding kiss. His hands roamed areas of her that he had longed to touch, longed for years.

"Please." He rasped, finding uncertainty in her soft chocolate gaze.

Her fingers brushed his scar again. She nodded slowly and soon he was on top of her, pinning her to the couch, kissing her passionately, trailing needy kisses down her neck, along her collarbone, breathing soft words into her ear, "I've loved you for so long."

"I knew..." Fred replied softly. "All that time. I knew."

**Read and Read there is a chapter 2!**


	2. About Holding Hands

**Title: Taking **

**Chapter 2: It is About Holding Hands**

**Universe: Angel, Season 3. **

**Pairing: Fred/Gunn & Fred/Wes**

**Episodic Timeline: Post 3.20- A New World**

**"It **_was all for nothing." her words hummed through the air. He wanted to cry out to her. He couldn't stand the abandonment from her too. It made his chest ache and his neck throb at the spot where his scar now resided. _

_"It can't happen." Fred shook her head, tears streaming down her damasked cheek. _

_"Why? Why?" Wesley replied desperately, gripping her hands in his."Because without Charles, I'll be all alone." Fred let out a sob._

_She knew the exact words to pierce his heart straight through and take all his strength away. The light was dimming in the room, until Fred seemed to glow, surrounding by blackness, her small frame shaking. "But you'll have me..." His words were so far away and he didn't have the strength for more. He was laying in the hospital bed again, Fred standing before him, her back turned, disgust in her tone, "It was all for nothing."_

_He went to cry out, but he couldn't, his voice was gone and she was already fading into the blackness. "N-n N no..." "no" "no"_

"Yes," the blackness replied. "Yes..."

"no" he managed to rasp out.

"Yes, Wesley, you've gotta wake up." A sweet voice replied. "Wesley, wake up."

"NO!" he shot up in bed, gasping for breath and completely disoriented.

Fred's hand rested on his shoulder. "Wes, it's okay. It was just a bad dream."

He turned to her, panic still vibrant in his eyes. "It was all for nothing..."

She shook her head. "What're you talkin' about?" She drawled, confusion flooding her perfect features.

Wesley shook his head and tried to regain himself. A dream. It had all just been a dream. His fingers flew to the scar on his neck. Well, most of it anyway.

Fred watched him, timidly, covering herself with the sheet modestly. "Wesley? Are you alright?"

He let out the breath he had been holding in. "This wasn't a dream. You're here, with me." He confirmed.

Fred nodded slowly a smile creeping across her lips. "Absotively, this is reality and I'm here with you."

"And you're not going anywhere?" This time he was asking the question he had been afraid to all night, was she choosing him? Or was this merely a pity-fling.

Fred shook her head. "Not tonight. Now will you lay back down?"

Wesley nodded and complied, laying down and taking her in his arms. Fred snuggled into him.

"I promise ya, I'm right here. I ain't going anywhere." She kissed his rough cheek.

"It been so long. It's just hard to believe..." Wesley trailed off, staring down at the lovely woman in his arms.

"I know." Fred said soothingly, taking his hand and entwining their fingers. "I know."

He held her tightly, afraid that if he was to loosen his hold she would slip away, like a mirage, something he wasn't supposed to see for very long, happiness he was never supposed to find. She squeezed his hand and her lips sought his, meeting in a sweet kiss. That was all he needed to stay tethered to reality, for now, _for tonight..._

**_chap 3 soon to be_**


	3. Wake up Call

**Title: Taking**

**Chapter 2: It is About Holding Hands**

**Universe: Angel, Season 3.**

**Pairing: Fred/Gunn & Fred/Wes**

**Episodic Timeline: Post 3.20- A New World**

**Sun** strained to push its way through the blinds and light its rays on two sleeping lovers. Fred rolled over, humming the periodic table song contently in her sleep. Wesley sighed happily, unburdened by the dreams from earlier. It was very early in the morning, the hour when everything seemed quiet, peaceful, even in L.A.

**Back **at the Hyperion, all was not peaceful. Gunn was up, pacing, waiting for Angel or Cordelia to wake up. Anyone, so they could go searching for Fred. He could try her pager again... But that seemed so pointless. Where could she be? Who would she be with? Was she in danger? They hadn't had a fight, well, not lately, so he couldn't figure what was going on. He had tried to wait up for her all night. Tried and failed. Didn't she say she was going on an errand? An errand shouldn't take all night. Unless she was kidnapped. Or ... He couldn't even... No, this was not happening. He wasn't going to lose another girl under his protection. He went to the weapons cabinet and grabbed his ax. Whether Cordy and Angel liked it or not they were waking up now.

**A **faint buzzing sounded persistently. "Mmm, five more minutes, mom." Fred muttered sleepily.

Wesley, who had just awoke, chuckled and kissed her forehead lightly. "I don't think your mother would approve of your current sleeping situation." Absently, he stroked her hair.

"Huh?" Fred asked, turning over, her eyes fluttering open. A wide smile spread across her lips. "Good morning." She pressed her lips to Wesley's. They kissed sweetly for a few minutes.

"Morning." Wesley couldn't help but grin. He lost himself in the beautiful woman before him. "Do you know," He pushed a strand of stray hair behind her ear. "That you're always beautiful."

Fred ducked her head and blushed. "Thank you."

Wesley was beside himself with joy. "You're welcome." He hooked a finger under her chin and slowly, softly, they began to kiss again. The persistent buzzing sounded again.

Wesley broke their liplock first. "Is that your pager?" He asked, looking towards the pile of clothes strewn on the floor, among them, Fred's jeans.

"Mmhm." She nodded.

"Aren't you going to answer it?" He asked.

Fred avoided Wesley's gaze. "No," She gathered the sheet around her and started to rise from the bed. "I know who it'll be."

"Ah." Wesley understood.

Fred caught Wesley's light blue gaze; she didn't miss the bitterness, the pain. "I can't talk to him right now." Fred crawled back into bed, sharing the sheet with Wesley. She settled against his bare chest, hoping to ease the pain, to dissolve all feelings of jealousy and anger. She wanted him happy. She wanted him whole. She wanted him... she realized she wanted to be with him, no matter what she couldn't leave Wesley alone.

"You should go." Wesley said softly, his voice strained.

Fred shook her head, brown tresses scattering across the planes of his chest.

"I don't want to cause any trouble." Wesley insisted.

Fred lifted herself up on her elbows, and forced herself to look into Wesley's pained expression. She wanted to see the smile from before, the light that danced in his eyes, the way that he looked at her, like she was the only thing in the room. It made her feel special. He had always looked at her that way. "Wes," She trailed a line of soft kissed down his scar, placing the last lightly on his lips. "If anything I'm the one who's caused trouble. But that doesn't change the fact that I'm here with you."

"I-I don't..." Wesley was interrupted by Fred's lips on his.

Fred smiled sweetly. "I'm making a choice. I'm choosing you."

**Reviews are pretty : ) Now that I know where the plot is headed, the next chap should b up soon. **


	4. Heartbreak Part 1

**Chapter 4: **

**Universe: Angel, Season 3.**

**Pairing: Fred/Gunn & Fred/Wes**

**Episodic Timeline: 3.21- Benediction **

**A/N: (yes, the story line is different. Obviously being told from the minor characters side rather than being all about Angel. Need to reference that ep? check it out on . Characterization should still be Cannon. Feel free to let me know if you disagree). **

**A **loud knock sounded on the door. It repeated again, and again, and,

"Okay, Okay, I'm coming." Cordelia called. "What?" She asked sharply, clearly annoyed from being woken up so early in the morning.

"Fred's missing." Gunn said, anxiously shifting his homemade ax from hand-to-hand. "I already woke up Angel, we're gunna go search for her. I need you to call-"

Cordy held up her hands. "Woah, woah. Wait a minute there big guy. Let's just calm down and think about this rationally before you and Angel start hurling around violence where it isn't needed." Gunn sighed, clearly irritated and in a hurry, but there was no arguing with Cordy. Leaving rudely yes, arguing? no.

"Have you tried paging her?" Cordelia yawned and rubbed the sleep out of her eyes.

"Only a dozen times." Gunn kept fiddling with his ax.

"How about the diner? Did you try looking there?" Cordelia asked.

"No, but she's not there. She was gone all night. That's not like her. Angel figures Wolfram and Hart is up to something we're gunna-"

"You can't just barge into Wolfram and Hart." Cordelia interrupted. "What good is that going to do, besides get you both killed? Listen," Cordelia placed a reassuring hand on Gunn's tense shoulder. "We'll find her. She'll be okay."

Gunn sighed. "I can't let anything happen to her."

"I know." Cordelia nodded resolutely.

**Downstairs **stood Angel, swishing his broadsword through the air. Cordelia followed down the stairs after Gunn.

"You can't honestly think this is a smart idea!" She called after him, reaching the hotel lobby soon after. "And you!" She pointed her finger at Angel's chest accusingly. "You're just all gun-ho about bursting into Wolfram and Hart and demanding Fred back because it'll take your mind off of Connor." Cordelia huffed.

"We can't let anything happen to Fred." Angel countered solemnly, his eyes filled with pain. The Connor comment had struck him down. It was true of course, Cordelia was always right about these things, but it hurt to hear it all the same.

"Oh, Angel. I'm sorry." Cordelia placed a hand on his arm compassionately, realizing her mistake. Angel glanced away from her to Gunn who was pacing. "Alright," Cordelia sighed, finally hopping on board. "What can I do to help?"

**Softly **sleeping, the perfect couple lay in bed, the woman in the man's loving embrace. Fred stirred first and glanced at the clock. She realized they had fallen back to sleep, worn out from another exchange of their affections.

"Oh,"She sat up in bed and rubbed at her eyes. Yes, the clock was correct, it was noon. She climbed out of bed and grabbed her jeans, pulled them on and reached for her bra and shirt. She glanced at her pager briefly; knowing the number of messages would be high. She shoved the beeper back into her pocket and headed towards the small kitchen. Fred searched through the cabinets quietly, until she found what she was looking for. She set up the coffee maker and let it do its thing while she scrounged around for something to eat. Finding the kitchen empty, and the fridge stocked with only alcohol, she flopped onto the couch and flipped on the TV; her stomach grumbling unhappily. Fred scanned the channels, trying to find something worthwhile.

**The** distant sound of chatter filled his ears, and the smell of fresh coffee. He stretched and went to the dresser for a clean outfit. He rummaged through some shirts before finding one he liked. Absently, he stared at Fred, she giggled at the show on TV, and he couldn't help but smile- it was a look of pure joy, as slowly it dawned on him that his longing had been answered. He no longer had to hope, to dream. On his couch sat the most perfect woman he had ever known, and she had chosen him.

He padded into the kitchen and poured two cups of steaming coffee. "Good morning."

She glanced over to him; he handed her a cup and joined her on the couch. "More like afternoon." She corrected, taking a small sip.

"Yes." He agreed, sipping his coffee before setting it down on the table in front of him.

Fred held her cup with both hands, her stomach growling.

"I'm sorry there's nothing to eat." Wesley gave her an apologetic glance. "I haven't been eating much lately."

"Well," Fred said. "We'll just have to change that, now won't we?" She smiled at him and the whole room seemed to brighten. She got up and began searching for her shoes. "Any place you prefer for lunch? I know a place, but..." Fred stopped, she was going to say, 'but it had been her place with Gunn'. But why shouldn't she be able to take Wesley there? She had made her choice, and she felt fairly certain of Wesley affections for her, still, maybe it was just too soon. She had been so wrapped up in thought; she hadn't noticed Wesley come up behind her, shoes in hand.

"Thanks." She took them and bent over to put them on.

"We could always get something to go." Wesley offered, striding towards the hook by the front door that held his keys.

"That sounds like a great idea." Fred agreed, smiling, feeling that things between them were just so right. Suddenly a shrill ringing sounded.

"Hold on." Wesley handed Fred the keys to his SUV before going to grab his cell off the kitchen counter.

Wesley glanced at the caller ID, a familiar number flashing on the screen. Just then, the door came crashing in.

**There **in the doorway stood a very irritated looking Angel and Gunn.

Angel turned a death glare on Wesley. "You sonofa- first you take my son, now this?"

Wesley dropped his phone and subtly slid his retracting sword up his sleeve. "What exactly am I being accused of?" He asked, stepping forward to meet his once friends, now enemies.

Gunn turned on Wesley, anger flaring in his eyes he pinned him against the wall, ax to his throat. "Taking Fred against her will. You just can't leave well enough alone, can you! You like to ruin everyone else's happiness, is that it?" Gunn accused mercilessly.

"I came here on my own." Fred interjected into the mayhem. Both Angel and Gunn turned to look at her.

"You expect me to believe that, baby? Look, I know you don't hold a grudge against him like the rest of us, but sticking up for him ain't gunna-"

"I came here on my own." Fred repeated, glancing down at the floor.

Seeing an opening, Wesley released his sword and it clanked against Gunn's ax as he pushed the other man's weapon away from his already vulnerable neck.

"Why?" was all Gunn managed.

Fred fidgeted under his hurt look. "I came to thank him. For saving my life."

"What?" Angel asked, lost by the whole context of the situation.

"When the other-worldly slugs took over the hotel and one infected me, Gunn asked for Wesley's help. He's the one who told y'all how to save me." Fred explained for Angel's benefit.

Wesley still held his weapon, ready for another lunge from Gunn, but

Gunn sighed and lowered his ax. The tension in the room changed from anger to awkward; Gunn couldn't decide whether he wanted to throttle Wesley or pull Fred to him to make sure she was all right. Angel could sense the shift in motives and excused himself into the hall, realizing that killing Wesley at this juncture would not be a smart move.

Fred stepped up next to Gunn and placed her hand on his tensed arm. "It's all right." She swallowed, trying to believe the weight of her own words.

"Like hell it is. I wanna know what the hell was goin' on between the two of you. I want an answer. Now." Gunn demanded, throwing a glare Wesley's direction. Wesley, whose weapon was now concealed, grinned cynically. "Actually, I'm rather sure you wouldn't."

Gunn sucker-punched him. "Keep pushin' English and there'll be more where that came from."

Wesley rubbed his jaw and released his sword.

"Stop!" Fred stepped between them, arms held out to keep them apart. She turned to Wesley, apology in her eyes. "I'm sorry Wesley." She couldn't bear to look as a great pain swept over his features.

"Of course, it's all right." He knew it couldn't last. That it had been too good to be true.

"Damn right it is." Gunn snapped, putting an arm protectively around Fred's shoulders.

"Charles." She scolded, allowing his arm on her, she reluctantly followed him out of the apartment, without so much a once backward glance to the man whose heart she had broken.

**A/N: Reviews are pretty, please and thanks : ) A little tidbit for y'all, oops, sorry remnants of Fred. What the phone call was all about will be revealed. Not all between Fred and Wes is as bleak as it seems. Thanks for your interest in my little Fresley fic,and this is the second time that Fred has broken Wesley's heart. Can you remember the first? (hint: it's in canon) Winner will get an honorable mention on my Profile page. **


	5. Already Done

**Universe: Angel, Season 3.**

**Pairing: Fred/Gunn & Fred/Wes**

**Episodic Timeline: Still 3.21- Benediction **

**A/N: This Chapter was hard to write. I have literally been through all of the emotions that I put Fred/Wesley & Gunn through during this chapter. Please enjoy. **

**They** walked back to the hotel through the sewers. Gunn and Angel throwing each other furtive glances as Fred followed behind them in silence. Once they reached the hotel they clamored up the basement stairs and walked into the lobby.

"Well hey there, sugar cookies." Lorne greeted. "Glad to see you back in one piece, Freddinkins."

"Thanks." Fred flashed Lorne a brief smile before being caught in a surprise embrace.

"I'm so glad you're alright." Cordelia said, hugging Fred, while covertly slipping a note into her back pocket.

"Thanks Cordy."

Cordelia stepped back and flashed a grin to everyone around her. "Well, mystery solved. Everything's alright."

"I'm gunna go clean up." Fred said, turning to head upstairs.

"I'll come with you." Gunn added instantly.

Fred sighed quietly as Gunn followed her to their room.

Angel, Cordy, and Lorne felt a tension settling on the hotel, in anticipation for what was to come.

**Gunn **shut the door behind him. He watched Fred dig through her clothes to find a new outfit.

"So...?" Gunn paused, waiting for a response; Fred didn't even turn around to look at him.

"I can't talk about this right now." Fred said, gathering her clothes in her arms and heading for the door.

"Talk about what? Dunno exactly what happened for us to talk about." Sarcasm dripped from Gunn's voice, tinted with anger.

"I told you what happened. I went to Wesley's to thank him." Fred glanced into his eyes for a second.

"And he kept you there all night?" Gunn pieced together.

"No, I-I chose to stay." Fred caught Gunn gaze.

"What're you saying?" Gunn managed to keep his anger in check.

"I'm saying that I made a choice." Fred said resolutely.

Gunn threw his hands up in the air. "So just like that we're through?" He walked up to her and caught her chin lightly with his fingers, turning her head to face him. "What did I do to deserve this?" He asked softly.

Fred stared directly into his deep brown eyes. "Nothing. No one deserves this sort of thing, it just... happens."

And Gunn looked away first, releasing his hold. In an instant of honest admission their relationship splintered into tiny separate pieces that Gunn was frantically trying to put back together.

Fred turned to leave and Gunn caught her hand, slowly interlocking their fingers and remembering a time not so long ago when her smile was just for him, when he was her world, when they both made each other melt. "Please," His voice caught in his throat. "Don't do this."

Looking directly into his eyes, Fred's face filled with sorrow and apology. "It's already done."

Her hand slipped away from his and the emptiness he felt traveled from his lonely hand all the way up to his lonely heart. Hope shattered on Gunn's handsome face. He sank to the floor as his heart sank to the depths; it was all sorrow that accompanied him now.

**Sorrow**, was a man drinking alone in his dark apartment. Or, sorrow was a man who had tossed back one too many shots with an evil yet attractive lawyer.

"The man can hold his liquor." Lilah smirked, sitting back against the couch.

"The man, although quite drunk, still says no to your proposal." Wesley replied, tipping back another shot.

"Oh, come on. Come to the dark side. We've got dental." Lilah grinned, flashing her pearly whites as if accentuating her point.

"You're good for a drink or two. But I'd say that's about all you're good for." Wesley retorted, glancing Lilah up and down reasonably.

She grabbed him by his shirt collar and pulled him into a sloppy kiss. "I'm no Texas twig, but don't tell me you wouldn't go for it. Actually, a man with your honor, you probably wouldn't."

A slow sarcastic grin spread across Wes's lips, he moved in as if to kiss her and then glared hard, "You're right. Now get out."

Lilah chuckled as she grabbed her coat and got to her feet.

"What's so funny?" Wesley slurred, the liquor finally hitting him full force.

"It's just," Lilah cocked her head to the side, as if calculating something. "It's pathetic that you think you've still got a chance."

Wesley's face flickered with confusion.

"They're never going to take you back. And the twig you love so much? Well, she just used you as an excuse to feel better about herself. You were a charity chase. Face it Wes, you're on your own now. No one cares that you're slowly drinking yourself into oblivion. Isn't it great to realize you're irrelevant in the whole grand scheme of things?" Lilah smirked and turned on her heel, pausing in the doorway. "It'll just be a matter of time before you accept my offer. In the meantime try not to pity yourself too much." And like a cold chill she was gone, and he was alone again.

He tipped back another shot.

**A/n: Initially I wanted to add more to this chapter, but I found the end of that so poignant that I just had to stop there. Thanks for putting up with me. More to come soon. **


	6. Get The Message?

**Universe: Angel, Season 3.**

**Pairing: Fred/Gunn & Fred/Wes**

**Episodic Timeline: (Still) 3.21- Benediction **

**A/N: This takes place during the same day as previous chapter.**

Fred wiped the steam off the mirror and wrapped her wet hair in a blue towel. She pulled on some sweat pants and a baggy yellow t-shirt. She glanced at the unfolded note that lay on the counter.

_Let's talk. 7pm._

Was scrawled in Cordelia's bubbly handwriting. Fred flicked off the bathroom light and walked down the hall. She stepped down the stairs quietly and noticed Cordy sitting on the grey couch, reading a magazine.

"Hey." Cordy smiled. "You got my message."

Fred shrugged. "Kinda hard to miss."

"Well," Cordy set down the magazine and glanced out the double doors towards the setting sun. "It's important."

Fred glanced around.

"Oh, don't worry. The guys aren't here." Cordelia assured. "They're out following a lead on Connor."

"That's a relief." Fred said, allowing herself a small smile. "So what did you want to talk about?"

"You." Cordelia replied. "And Wesley. Now I understand why you think that it's okay. I mean, you haven't really grasped the whole 'it affects the group dynamic', but trust me when I say that things with you and Wesley can only end badly. I mean look at how bad Gunn is taking it. Not to mention Angel. And it could affect their work. And in this line of work if you get sloppy, you get dead. Trust me. As a Sunnydale alumni I know what I'm talking about. And this thing with Connor, well your fling with Wesley is just one more bad idea on top of that." Cordelia stopped, watching Fred's anger slowly rise to a boil.

"Now wait just a minute. I don't understand, "The group dynamic"? Fred shook her head. "I understand it just fine. And Connor being sucked off into a hell dimension and then coming back all confused and running away, gee well I think I understand that better than you. Especially how it affects the people around him. And my thing with Wesley isn't a fling!" Fred stood up, throwing her arms in the air.

"Fred, sweetie, I know you mean well." Cordelia stood and placed a reassuring hand on Fred's shoulder. "But Wesley has to deal with the consequences of his actions. We follow Angel. It's his name on the card. He's the champion."

"But Wesley was our boss!" Fred pointed out.

"Was, being the key word here." Cordelia sighed. "Look, I really don't think you know how deep this rivalry between Wes and Gunn lies. They've been vying for your attention since the beginning. And it really does throw the whole group dynamic in a tailspin..."

"Who I date is my choice. It's not up to you." Fred interrupted. "And seeing Wesley is my choice. I don't want to be having this discussion. Not from you too." Fred turned on her heel and stormed upstairs.

"But!" Cordy called after her. She sank to the grey couch. "Well, that could've gone better." She sighed, and only hoped that their slowly splintering group could maintain some hope of sanity.

**A/N: Please R&R. Next chapter is longer, I promise ; )**


	7. That Vision Thing

**Universe: Angel, Season 3.**

**Pairing: Fred/Gunn & Fred/Wes**

**Episodic Timeline: 3.22**

**A/N: Where are we in this crazy whirligig of fun? Well sometime at the end of Season 3. Which episode exactly? Well it doesn't quite matter, because it's not that pertinent to the plot. So let's all move forward together with that in mind. **

The racking sobs would not end. She was in his arms, shaking with tears; the stress of the day had built up to a breaking point and finally burst.

"I'm sorry. I'm so sorry." Fred sniffled, her tears slowing to a trickle.

"It's alright." Wesley gestured for her to sit next to him on the couch.

"First Angel and Gunn, then Cordy. I just couldn't stay. I hope I'm not imposing..." Fred wiped at her eyes.

Wes wrapped a reassuring arm around her shoulders. "Of course not. I love having you here."

Fred smiled sweetly and rested her head against Wesley's shoulder. He unmuted the TV and they watched the program in comfortable silence. Fred reached up and placed her lips on Wesley's. Her mouth was warm and soft on his. He tangled his hand in her hair to pull her closer.

She pulled back suddenly, her brown eyes quizzical. "Have you been drinking?"

**"This **is ridiculous, man."

"Let me go!"

"I'll chain you to the basement wall if I have to. You're not going anywhere."

Cordelia looked up and saw Gunn and Angel dragging a rather begrudging Connor into the lobby.

"He's back." Cordelia smiled. "Where'd you find him?"

"Long story." Angel grumbled, releasing his son's shirt and glaring at him.

"It was crazy. There was this drug lord and a cop chase and all this shooting, and well, y'know." Gunn rambled, keyed up from the fight.

"Sounds... intense." Cordelia shrugged. "I'm so glad you're back, Connor."

He glared at her. "My name's Stephen."

She glanced at Angel who shrugged. "It was like this the whole way home."

"I hope you like staying here." Cordelia smiled at Angel's angry teenage son.

"I'm staying, but I won't like it." He muttered.

Angel sighed and shook his head.

Gunn stretched and glanced around. "Guess I've done all I can do here. Gunna head up stairs, see how Fred is."

Cordelia faltered. "Uhm, that might not be the greatest idea, you know, it's just..."

"She's gone." Gunn said instantly, the blow hitting him square in the gut, a mixture of anger and sadness boiling beneath his veins. "I swear to god I'm gunna kill Wes."

Cordelia put a restraining hand on Gunn. "Now wait just a..." She paused, her face going blank, eyes staring off into space.

"Cordy?" Angel asked, walking over to her.

Her eyes widened in terror, and then her face crumpled in pain, tears streaming from her cheeks. "Fred..."

**Rain** pounded on the windows of Wesley's apartment. Fred was sitting on the opposite side of the couch then Wesley, arms crossed over her chest, glaring at him.

"You were drinking, with Lilah."

"I wasn't drinking with Lilah, I was drinking alone, and she showed up. Threw me an offer that I denied and then she left." Wesley explained, every muscle in his body tensing, waiting for the pain of Fred's rejection.

"So you kicked her out, told her to get lost, that she was evil and you'd never think of joining her?" Fred asked.

Wesley shook his head. "I was drunk."

"So that's an excuse?" Fred's cheeks flushed with anger.

"No. It's not." Wesley hung his head, feeling that she would inevitably leave him here alone. But suddenly her soft hand was on his cheek, tracing his jaw line, her brown eyes meeting his light blues in a captivating gaze.

"Look, I care a lot about you Wes, but don't lie to me."

"I'm sorry." He whispered, feeling more regret over something so small than one person should. He felt there had been a moment when he could've easily seen himself with Lilah. But it slipped past, because he had Fred, and she was the woman of his dreams. Perfect in every way.

She pressed her lips to his lightly. "You are forgiven."

He hooked his finger under her chin and pulled her into a deep, passionate kiss. "I love you."

**A/N: Okay so how will Fred react? What was Cordy's vision about? Tune in next time, lol okay just kidding. Oh and can you guess which characters said those three lines of unclaimed dialogue. Can you match up the character to their line? **


	8. Feigenbaum

**Universe: Angel, Season 3.**

**Pairing: Fred/Wes**

**Episodic Timeline: My alternate-fresley-filled reality of Season 3. **

**A/N: Thanks for your patience. I have been dreading writing this chapter. Not knowing if y'all would like the arc or not. But I've always been planning it to go this way... on with the show. Oh, and you both win the matching contest. Nice work! **

**Oh... sorry, but this chapter got a little M... So rating: M. Be warned. I'm stuck in a fresley sex-binge lately... god that just sounds wrong. **

**"What is it?** What did you see?" Gunn asked, instantly thrown into a state of panic. A vision like that was never good.

Angel brought Cordy the tissue box and handed it to her. "Thanks." She wiped at her eyes. "Wasn't as clear as it should've been, but Fred was in pain. Shaking with it in fact. And none of you could help, it almost seemed like it was inevitable... like the Powers were showing me her..." Cordy paused.

"Her what?" Gunn pressed.

"... Her destiny." Cordelia finished.

**Fred chewed on her lip.** She hadn't replied. Wesley had bared his heart to her, and she could even respond. He had gone into the kitchen to make them some tea. Fred felt confused, lost, emotionally strained. It had been a long day, and there hadn't even been any ultimate evil to fight or apocalypses to end. She sighed and rubbed her temples, curling up and Wesley's couch.

He came back, no hint of a smile on his face or light in his eyes. "Here you are." He handed her a mug.

She sat up and took it. "Thanks." She breathed in the steam, waiting for her drink to cool.

Wesley sat back on the couch, an arm's length away from her, flipping mindlessly through TV channels. It was late. Nothing was going to be on. But he needed a distraction, anything, to ease the sting in his heart. Obviously, he had made another blunder. In the world of romance, Wes was batting 0 for 3.

Fred set her cup on the table and rifled through the bag of things she had brought, pulling out a ragged looking stuffed rabbit and hugging it to her chest. Wesley couldn't help but make the connection; she looked like a frightened child needing a security blanket to feel safe.

"What's that?" He asked.

"Oh," Fred's cheeks reddened. "Just Feigenbaum. He's The Master of Chaos, you know?"

Wesley couldn't help but smile; she would name her childhood toy something like that. "Yes, I've heard of him."

Fred smiled. "Of course." Tentatively, she slid next to Wesley. He wrapped his arm around her and rubbed her shoulder gently, kissing the top of her head.

"You're not mad?" She asked, her voice shaky.

"Of course not. I'm sorry for springing that on you so suddenly." Wesley held her close. "I'm happy just being around you. That's enough for me."

Fred rested her head on his chest and sighed, feeling content, at ease, where she belonged. "I care about you a lot, Wes. I really do."

"I know." His heart sped up as Fred slid a hand up his chest and pulled him into a passionate kiss. He kissed her back with equal enthusiasm, running his hands down her sides.

"Mmm." Her muffled expression of pleasure was lost in their barrage of kissing. Slowly, they were moving away from conscious thought, and into feeling.

Fred was in Wesley's lap now, straddling him. She traveled kisses across his jaw, down his neck, nipping at his earlobe.

"... Fred..." He groaned, out of breath, trying in vain to complete a conscious thought. She rocked forward against his hips and then he definitely couldn't think.

In charge of this romantic foreplay, she tugged off his shirt and rubbed against him in measured rhythm.

"What has gotten into you?" He managed.

"Need some emotional release." She smiled slowly and it was possibly the sexiest thing he had ever seen. She teased him, drawing her hand lower and lower slowly, and then palming his erection. He threw his head back and moaned. "Who knew you could be a tease?"

Fred furrowed her brow, as if actually pondering it. "Feigenbaum." She picked up her stuffed rabbit and turned it around. "Can't let him see a thing like this."

Wesley chuckled. "Oh really?" He scooped Fred up into his arms and carried her to the bed.

She giggled. "Mmhm."

"My turn now." Wesley said, nibbling at her neck and sucking lightly. Pulling off her shirt, trailing kisses down to her breasts. Nipping and sucking.

"Oh," Her back arched, hips rubbing against him. "Torture..." She whimpered as he trailed his kisses lower, reaching her jeans and tugging them down just enough to kiss and lick near the top of her panty line. "Mm, Wes, not fair."

He grinned. "Who started it?" He yanked the rest of her clothes off and trailed kisses dangerously lower, nibbling the inside of her thigh.

"Me." Fred squeaked, rocking her hips as Wesley's mouth finally reached its destination.

**"What are you talking about? We'd never. I'd never." **Angel insisted.

"Well it looked like Wolfram and Hart to me. And it looked like you had signed away your soul, Mr. CEO." Cordelia insisted, rifling through the shelves of spell books.

"What are you even looking for?" Gunn asked.

"I'm sure there's some sort of spell that can change things, reverse Fred's destiny, and alter yours." Cordelia thumped the heavy book onto the reception desk.

"Isn't that Wesley's territory?" Gunn questioned, spitting out Wes's name in distaste.

"Look, Cordy. It's late. We can't do anything 'til tomorrow anyway. Why don't you and Gunn go hit the sack? Erm not together or anything..." Angel sputtered, realizing only afterwards how odd that sounded. Gunn and Cordy flashed him glares. "We'll figure it out in the morning." He amended.

Cordy sighed and nodded. "We'd better."

"We will." Angel assured.

**"Mm. That's right. We need a little insurance. Who better, than the wild card of the bunch?" **Lilah spoke into the phone. Working extra late, evil never sleeps. "Don't ask. Just get it here as soon as you can or I'll have your family beheaded." She threatened. Smirking as the person on the other line obviously complied. "Good." She hung up and sat back in her chair, a satisfied smile on her face. Like the cat who caught the canary. Angel Investigations was going to get a very unwelcome surprise.

**A/N: Fade to black. For dramaticism. Which is definitely not a word. No more in detail M rated stuff. I mean, unless you guys go for that sort of thing... More like, a few dirty jokes and lots of plot to come : )**


	9. Evil Plans

**Universe: Angel, Season 3.**

**Pairing: Fred/Wes**

**Episodic Timeline: My alternate-fresley filled reality of Season 3. **

**A/N: Thanks for your patience. **

**EVIL warning. Yes, evil. **

**"Perfect." **Lilah purred, running her hand across the top of the stone sarcophagus. "Just on time. The Senior Partners will be pleased." Lilah glanced at the delivery guy. "Get it to where it needs to go. I have to make a little house call." The guy nodded, not about to argue with her.

Lilah climbed into the company car, fixing her hair and make-up. She smirked into the vanity mirror. Her evil plan already underway.

**"Nothing."** Cordelia sighed, shutting the heavy book closed. "It's not a spell, curse, or possession. That much I know."

Gunn handed her another book. "Check this one."

Cordelia shook her head. "I've been through that one already." She sighed. "We could really use..."

"Don't say it." Gunn and Angel interjected in unison.

"I'm thinking recon?" Angel reached into the weapons closet and tossed Gunn his ax. "You guard the fort, organize the books, answer the phone if it rings."

"Where you goin?" Gunn questioned.

"To the last place I want to. C'mon Cordy." Angel said.

"How can I help?" Cordelia questioned.

"Woman-to-woman." Angel replied.

"Gotcha, I get Fred, you grab Wesley, and we bring 'em back here."

Angel nodded, and they headed out into the night.

**There **was a knock on the door.

"You oughta get that." Fred giggled, lying on top of Wesley, kissing him lightly.

"That means you'd have to get up." Wesley pointed out, wrapping his arms around the small of her back.

There was another harsh rapping at the door.

"Darn. Guess we just won't answer then." Fred smiled, nipping at Wesley's bottom lip.

"Don't you ever tire?" Wesley asked, pulling the sheet up over them.

"Nu-uh." Fred shook her head, rubbing against Wesley.

The knock persisted.

"I really should get that..." Wesley said. "But, if it's that important they can just-"

The door swung open and Angel glared into the darkened apartment. Cordelia flicked on the light and instantly wished she hadn't.

"Oh, oh..." Cordelia averted her eyes.

Fred blushed beet red. Wesley pulled the sheet up over them.

"I assume this is important if you're bursting into my apartment?" Wesley questioned, clearly annoyed.

Cordelia nodded. "Important, yup." There was a moment of awkward silence.

"Well?" Wesley pressed. "Unless this is life or death I suggest you leave."

"It's life or death." Angel tossed the pile strewn clothes up on the bed. "Get dressed. Cordy and I will wait in the hall."

"Why should I come with you?" Wesley asked, not particularly feeling like being nearly murdered by Angel... again.

"It's about Fred." Angel said, shutting the door behind him.

**The **Hyperion's front doors creaked open.

Gunn readied his ax and waited for the intruder.

Lilah walked in with flourish, heels clacking against the floor as she walked over to Gunn.

"Hey there, tall dark and well..." Lilah glanced him up and down. "Angry."

"You have two seconds to explain why you're here before I chop your head off." Gunn threatened.

"I've got a proposition for you." Lilah said.

"I'm not evil, I don't make deals with evil whor-"

"Don't finish that sentence. I've got a way to make all your Wesley problems go away." Lilah informed Gunn.

Gunn lowered his ax. "Well?"

"Let's make a deal." Lilah smirked. Phase 1 complete.

**A/N: Short and sweet and evvviiillll. **


	10. Deal wthe Devil

**Universe: Angel, Season 3.**

**Pairing: Fred/Wes**

**Episodic Timeline: My alternate-fresley filled reality of Season 3. **

**A/N: Thanks for your patience, and your wonderful reviews. I feel as if this story might just go on forever... well not forever. maybe. hopefully. ahem, right onto the show. **

**"What** do you mean 'life or death'?" Wesley asked anxiously as he followed Angel and Cordy down the hall, with Fred beside him.

"Cordelia had a vision." Angel replied tersely, just wanting to get this over with as quickly as possible.

"And we tried to research, Gunn and I, but nothing really turned up and well, the vision wasn't exactly clear about how it kills... erm what it does to Fred..." Cordelia trailed off.

Fred stopped in her tracks. "I'm going to die?" Her eyes widened in panic, her breathing became shallow.

Wesley pulled her into a tight embrace. "We won't let it happen. I swear to you. I won't let anything happen to you."

Fred nodded and stepped back, following the rest of them down the hallway once more.

"Well do you have any inkling at all?" Wesley persisted, needing some information, any information.

"She was peaked, sort of a blue-ish color, and in a lot of pain, that I saw." Cordelia shook her head. "I'm sorry, I didn't see much else."

"We know one thing." Angel turned to face Wesley. "Wolfram and Hart is involved."

**"Great."** Lilah grinned, folding up the contract and slipping it into her jacket. "You'll know when it gets here."

Gunn nodded. "You sure this is gonna work?"

Lilah smiled slowly, turning to leave. "Of course. It'll work like a charm... or, well, you'll just have to wait and see."

With a clack of heels and swish of skirt, Lilah was gone. Phase 2 complete.

**"It's **not a spell, curse, or possession. That much I know." Cordelia said, following Angel into the Hyperion.

"Still, I'd like to double check." Wesley said.

"Yeah, I understand." Cordelia wrapped her arm around Fred's shoulders as Wesley rushed over to the books.

Angel glanced at Gunn, who was shifting from foot to foot.

"You're back." Gunn gave Fred a weak smile.

She nodded and returned the smile, pulling out from under Cordelia's arm.

"Wes, I want to help." Fred insisted.

He shook his head. "No. Absolutely not. You should get some rest. Angel, Gunn and I will look."

Both Gunn and Angel glared in Wesley's direction.

"It's for Fred." Cordelia reminded, giving the men a warning glance. "If you three don't behave be ready for some serious consequences."

Gunn and Angel nodded, but Wesley's nose was already buried in a book.

Cordelia led Fred upstairs. "C'mon sweetie."

Gunn glanced furtively at Wesley, who didn't even notice.

Angel grabbed a few books that Wesley requested off the shelves.

"Let's get crackin'."

**A/N: Good? Bad? Ugly?**


	11. Sleep Tight

**Universe: Angel, Season 3.**

**Pairing: Fred/Wes**

**Episodic Timeline: My alternate-fresley filled reality of Season 3. **

**A/N: Thanks for your patience. Enjoy! **

**Wesley** sighed for the third time in ten minutes. "I need more to go on."

Gunn, who was collapsed on the couch, glanced over at him. "I hear ya man. Damn, we've been at this all night."

Angel shook his head. "There's nothing. You're right. We need more to go on. I'll hit a few of my contacts before dawn, meanwhile why don't you both get some rest."

Wesley shook his head. "I won't be able to sleep regardless."

Angel felt anger boiling beneath the surface, but kept his temper in check. "You should go rest, I'm sure Fred could use the company. This situation is hardest on her."

Wesley nodded, giving in. He started cleaning up his mess of books.

Gunn came over to the desk, taking a book from Wesley's hands. "I'll clean up, you go." Gunn flashed Wes a smile, which he returned weakly.

"Thanks." Wesley headed up the staircase. Pondering that maybe things between himself and the rest of the team weren't so strained anymore.

Wes rounded the staircase and pushed the door to Fred's room open slowly.

"She's not in there." Cordelia's whisper nearly made him jump out of his skin.

He spun around. "Where?" He mouthed.

Cordelia pointed to a room across the hall. Wesley nodded his thanks and crept softly inside. The room was sparsely furnished. A bed, a desk, a lamp, curtains. He could tell that the covers were extras of Cordelia's- pink floral print. Fred was sleeping peacefully, clutching a pillow to her chest. Wesley smiled, still unable to fully wrap his head around the idea that this perfect woman was his. He stripped down to his boxers and pulled back the blankets, sliding in next to Fred, he leant forward and kissed her forehead.

She stirred, eyes fluttering open. "Mmm, Wes?"

"Right here." Wesley assured.

Fred discarded the pillow to wrap her arms around Wesley and lay her head on his bared chest. "What time is it?" She asked sleepily.

"Very early." He replied, smoothing her hair back gently.

"Glad you came to bed." Fred mumbled, a smile spreading across her lips, a glow of happiness about her.

Wesley kissed her forehead, cheek, and captured her lips, kissing Fred sweetly. "You should sleep. Everything will be alright."

Fred nodded, yawning. "As long as I'm with you."

The lovers fell asleep in each other's arms, harm far away from their thoughts, bliss the only thing filling their dreams.

**The **back door to the hotel opened near silently. A rough looking deliveryman pushed a stone sarcophagus through the door.

Gunn put a finger to his lips in a 'shh' gesture.

The guy nodded and whispered, "Where to?"

Gunn pointed to the hallway by the stairwell to the basement. Gunn grabbed one end while the delivery guy carried the other; they set down the large stone piece as quietly as possible. The delivery guy flashed Gunn an ominous look before tipping his hat and heading out the way he came.

The sarcophagus had strange looking gems dotting it here or there, it was covered in dust, seemed ancient. Gunn surveyed it, walking around it. He found the edge of the lid and attempted to lift it- no go. He paused, scratching his head. Well, maybe it would just open on it's own when the time was right. He shrugged and threw a red sheet over it, not that it did much to hide it, but at least it would delay some of the questions from the gang.

Gunn flicked off the lights in the lobby; First thing tomorrow morning, Wesley would get what he deserved.

**A beeping** pager told Lilah everything she needed to hear exactly in that moment. Phase three complete. She smiled maliciously. Onto Phase four.

**A/N: Apparently there's lots of smiling going on in this chapter. Ah well, sorry for the lack of tons of plot. I'm slowly creeping towards the joss-ness of this story (aka bad luck, woes and misery) But the question is for whom? **

**Anyway, hope the cute Fresleyness ties you over for a bit. Next chapter should be up in a few! **


	12. Mummy Dust

**Universe: Angel, Season 3.**

**Pairing: Fred/Wes**

**Episodic Timeline: My alternate-fresley filled reality of Season 3. **

**A/N: Thanks for your patience. Enjoy! **

**An exhausted Wesley** stumbled downstairs with his arm around Fred. Cordelia held out a cup of coffee for both of them. "Rough night?"

Wesley took a sip and rolled his eyes. "Not in the way you're implying. A long night of researching. Where are-?"

"Angel and Gunn?" Cordelia interrupted. "Sewer tunnels. Connor escaped. They got distracted."

Cordelia glanced at Fred, who seemed more than a little worried. "They'll be back soon. Then we'll figure all this out."

Fred returned Cordelia's smile weakly.

Suddenly, a loud crash echoed from the basement.

"What was that?" Fred asked, wide-eyed.

Wesley set down his mug and grabbed a weapon from the cabinet. "I'll go see. You two stay here."

"Be careful." Cordelia and Fred called after him in unison.

Wesley nodded, pausing as he rounded the corner and bumped into a large misshapen object. He yanked off the sheet. "What...?" He walked around the sarcophagus.

"Wes, something wrong?" Fred asked.

"I think you should both come see this..."

**"A mummy?" **Fred guessed.

Cordelia made a face of disgust. "Ew. Didn't we deal with enough of those in Sunnydale?"

Wesley glanced at her quizzically.

"Well one, but that was enough for me." Cordelia shrugged.

Wesley ran his hand over the markings on the sarcophagus. "It seems much older than that, but I can't be sure. It's like nothing I've seen before."

"Think it's in one of your books?" Cordelia asked.

"How did it even get here?" Fred added.

Wesley shrugged. "I've no idea where to start..." He ran his hand over an amethyst stone at the top of the sarcophagus. Suddenly, it opened and released a puff of air. Wesley doubled over, coughing.

"Are you alright?" Fred asked, placing a hand on Wes's shoulder.

"Fine. Just inhaled some old dust." He smiled and wrapped his arm around Fred's shoulders. "I'll be fine."

**Later the same day... **

"Freedom. It's called freedom. I have rights, you know." Connor glared at Angel.

"Sit your righteous ass down and don't move." Gunn pushed Connor onto the grey poof.

Angel sighed and rubbed his temples. Having a teenage son was much worse than having an infant son. Especially when he ran off every chance he got. Angel glanced over near the reception desk. "What's that?" He asked, pointing to the sarcophagus in the middle of the room.

"No idea. Probably a mummy." Fred said, pushing her glasses up as she glanced at him.

"We found it this morning." Cordelia supplied.

"But we haven't been making any headway on identifying what it is exactly." Wesley explained.

"Okay..." Angel trailed off, glancing at the ominous stone artifact.

Gunn was busy glaring at Connor and seemed none-to-interested in the new decoration to the lobby.

"Probably nothing." Gunn muttered, glancing away from the disgruntled Connor.

"Nothing? Are you kidding? It's probably going to bring another apocalypse or destroy the world, or just kill us all." Cordelia rambled.

The rest of the team glared at her.

She shrugged. "Or, you know, it could just be some old dusty thing that somehow found its way into the hotel..."

Angel ran a hand through his hair and adjusted his coat. His brow furrowing. "Why do I feel like this is what we've been searching for? This must be involved in Cordelia's vision somehow. Ten to one its from Wolfram and Hart."

"No!" Gunn shouted. Everyone turned to him. He cleared his throat. "Uhm, I mean it cant be from them, they'd think of something a lot trickier."

Wesley nodded. "You're probably right. Still it wouldn't hurt to make sure."

Angel nodded, "I'll swing by. See if I can knock it out of them."

"Hello, vampire detectors." Cordelia reminded.

Angel shrugged. "I've gotten around them before. Piece of cake." He flashed Cordy his charm smile and headed for the doors.

"Wesley!" Fred shouted, everyone turned. Wesley coughed up blood, spattering it all over his book, collapsing on the tile floor.

"Wesley!"

**A/N: Dun, dun, dun. Cliffhanger : ) **


	13. No Negative Vibes or Busted

**Universe: Angel, Season 3.**

**Pairing: Fred/Wes**

**Episodic Timeline: My alternate-fresley filled reality of Season 3. **

**A/N: Thanks for your patience. Sorry, been a long past couplea weeks... **

**Wesley stirred, **his head throbbing. He reached for the glass of water next to the bedside. He felt as if his body was on fire, slowly burning. He made his way to the stairs. Wesley glanced down to see Fred pouring over his books, looking distressed. Cordelia was by her side, and Connor stood scowling in the corner.

"Find anything yet?" He asked, coming up to the reception desk.

Fred's eyes filled with worry. "You shouldn't be up." She came around the desk and made him sit on the grey circular couch.

"I can help." Wesley insisted, not wanting to be treated like an invalid, although, he truly was.

"You can rest." Fred shook her head. Stubborn man. "I can handle the research this time." She kissed Wes's cheek and smiled wanly at him. "Book-girl to the rescue."

"So you've found something?" Wes asked, hopefully. Fred's smile faltered.

"We're trying our best." Cordelia interjected.

"But you don't know what it is?" Wesley's face paled more so than it already was.

Cordelia shook her head. "I'm sure Gunn and Angel will figure something out."

"That's right." Fred added. "They're on their way to Wolfram and Hart as we speak."

**"Let's try it again, Lilah." **Angel growled. The lawyeress was pinned to the wall, held up by her shirt collar, feet dangling in mid-air.

"I told you. I've got no idea what the sarcophagus had in it." Lilah replied coolly, despite her situation.

Angel vamped out, slamming Lilah against the wall. "What's happening to Wesley, and will it spread?"

"Why don't you ask your partner interrogation?" Lilah choked out.

Angel dropped Lilah; she stumbled a bit, rubbing her neckline. Angel wheeled on Gunn.

"What's she talking about?"

**"Good news sweet potatoes." **Lorne entered, smiling. "I got a bit of information from a source of mine. Seer and all that's gunna cost me a pretty cosmic penny, but hey, anything for the team." Lorne grinned and threw some documents down on the counter. Fred snatched them up and instantly began typing the information into the computer.

"No need to thank me sugar pea, you just take care of your man." Lorne smiled and turned to Cordelia. "Any luck on the home front?"

Cordy shook her head. "Hopefully Angel and Gunn are having better luck."

Fred gasped. "Thanks... I... is there any chance either of the guys has a cell on them?"

"What'd you get?" Wesley asked from his position on the couch.

Fred glanced at him. "There's a book with information, the only one that exists actually, and it's located at..."

"Wolfram and Hart." Wesley finished knowingly.

Fred nodded and reached for the landline. "I'll call Charles."

Cordelia rushed to grab her beeper. "I've got Angel."

Connor scoffed. "Yeah, good luck with that plan."

"Hey kiddo, no negative vibes allowed in the Hyperion." Lorne countered with his version of an angry glare.

"No luck." Cordelia sighed. "I'll keep trying." She added once she noticed the panic in Fred's eyes. The super-smart physicist must've learned something about what was making Wesley sick.

Fred looked briefly hopeful. "Gunn's cell is ringing."

**A contract lay on Lilah's desk, sighed 'Charles Gunn'... in blood. **

"You did this!" Angel shouted, ready to pin Gunn against the wall, or worse yet throw him through the window. "You brought this into my hotel? Our home? You hate Wesley so much that you thought you'd kill him?"

"Hey! A few days ago that was you, don't deny it." Gunn responded angrily.

Angel nodded. "But that's not how we solve it. Good guys don't go killing one another just because they have a grudge. It's not what we do. It just causing more problems." Angel explained, keeping his anger simmering instead of letting it hit full boil.

"I didn't..." Gunn looked away, defeated. "I just wanted Fred back."

"And you think that's how you'll get her? By killing the person she loves most?" Angel shook his head, clearly disappointed in Gunn.

Gunn just stood there. The office grew silent. Tension humming through the expensively air-conditioned air. A shrill high-pitched ringing ended the silence.

"You going to answer that?" Lilah asked, motioning to Gunn's ringing pocket.

He flipped the cell open. "Hello?"

"Oh! Charles!" A frantic Fred began spilling a bunch of information over the other line.

"Mhm. I will." He said guiltily, snapping the phone shut. "Where's the book Lilah?"

A look of irritation flickered across the lawyer's features. "So now your flipping sides on me, eh? Worse than Lindsey. A goody-two-shoes through and through. Ah well, c'est la vie. Wolfram and Hart still owns your soul. Remember that."

"I know." Gunn said bitterly. "Now where's the damn book?"

Lilah hit her intercom. "Get Rutherford Sirk on the line. Send up the necessary template."

"Yes ."

Angel glanced between the Gunn and Lilah, clearly the information they needed was at least going to be gained out of this visit.

**A/N: Bit of a cliffy. More to come, now! Ready, set, go! Recognize the line about the hotel that was based off of a line from dollhouse? hint: our fav green host said it. **


	14. IllleerEuuhhhh or illyria

**Universe: Alternate Angel, Season 3.**

**Pairing: Fred/Wes**

**Rating: T**

**Episodic Timeline: My alternate-fresley filled reality of Season 3. **

**A/N: Thanks for your patience. The plot is thickening... and the workings of at least three more chapters and a sequel are already filling up my thought bubble. **

**Fred walked Wesley upstairs **with Cordelia's assurances that she would tell her the moment that the guys arrived with the book.

"You needn't care for me like I'm a child." Wesley said, racked with coughs.

Fred tucked him into bed and settled in next to him. "I'm taking care of you because I'm worried for you, and I love you." Fred leaned forward to place a kiss on Wesley's blue-tinged lips.

He pulled back. "No. What if it's contagious."

"It's..." Fred glanced away from Wesley's gaze. "It's not."

"You know what it is?" Wesley asked, taking Fred's hand in his.

She shook her head. "But... I know what it's doing to you..." Fred paused, tears welling up in her eyes at the thought. "It's well... your organs are cooking... in, in a days time they'll liquefy..." Fred held back her tears as much as she could manage.

Wesley sat perfectly still, processing the information. Then, he reached up his fingers to wipe at Fred's tears, kissing her gently. "We'll figure something out. We always do."

Fred heard the fatalist tone in his voice. "I can't lose you." Tears stung her eyes, blurring her vision, cascading down her cheeks.

Wesley caught Fred's chin with his fingers, scattering her with kisses. "Well I don't plan on losing you. Ever." He leaned back against the pillows, smiling.

"Well, that's settled then." Fred managed a choked laugh through her tears.

**Angel burst **through the basement door, tossing a thick book on the front desk.

"That's it." He tossed a glare at Gunn who he had ordered to look after Connor and stay out of the way. "Where's Fred and Wesley?"

Cordelia came around the desk. "You're angry, like really angry. Things go that bad at Corporate Evil?"

Angel nodded, "Wes and Fred?"

Cordelia sighed, realizing she wasn't going to get through to Angel right now. "Upstairs resting together. They need it. Especially Fred. This is hardest on her."

Angel nodded, "Flip it open."

"What is it?" Cordelia asked, flipping back the cover with a loud thud. "Ill-leer-E-uuhh." Cordelia read aloud. "Demon. Old one. Insurmountable power. Ew, Wesley is turning into this blue tentacled octopus-looking thing?"

Angel shook his head and groaned. "It's killing Wesley from the inside out. Illyria will take over his body. "

Cordelia's scanned the pages. "Huh, girly name, you'd think it'd want to take over a pretty women. Not a rugged British man."

"You're missing the point." Angel said roughly. "If this thing succeeds, there will be no more Wesley. In a days time, Wesley will no longer exist on this earth."

Cordelia's mouth dropped open. "Oh..."

Angel's anger finally bubbled over, hitting boil. Full steam ahead. "After everything that's happened lately I hate to be the one to say this, but we need to save Wesley." Angel got that look, that forlorn puppy-dog look for just a brief second and Cordelia instantly understood.

"I'll make a call to Sunnydale." She picked up the landline. Angel nodded and headed upstairs.

**A light knock sounded on the door. Fred stirred. **The knock sounded again, a bit more urgent. She glanced at Wesley, slumbering peacefully. His skin looked blueish, a sheen of perspiration on his forehead. Fred ran a hand through her sleeping love's hair lightly. She stepped into the hall, shutting the door behind her quietly.

"Angel?" Fred glanced up at her former protector, still heroic, still a savior, still a perfect gentlemen and forever a champion.

He placed a hand a Fred's shoulder. "There's something you need to know..."

**A/n: Another cliffy! Hopefully a new chapter in, let's shoot for 2 days. **


	15. How Long?

**Universe: Alternate Angel, Season 3.**

**Pairing: Fred/Wes **

**Rating: T**

_Episodic Timeline: _

**Angel: Between the end of Season 3 and the start of Season 4. **

**Buffy: Between the end of Season 6 and the start of Season 7. **

**A/N: Chapter 15! YAY! **

**Thanks for your patience. I had to do some Buffy research, and this is where I wound up afterwards... **

Previously on Taking:

_"What is it?" Cordelia asked, flipping back the book cover with a loud thud. "Ill-leer-E-uuhh." Cordelia read aloud. "Demon. Old one. Insurmountable power. Ew, Wesley is turning into this blue tentacled octopus-looking thing?"_

_Angel shook his head. "It's killing Wesley from the inside out. Illyria will take over his body. If this thing succeeds, there will be no more Wesley. In a days time, Wesley will no longer exist on this earth."_

_"I'll make a call to Sunnydale." Cordelia picked up the landline. _

_"Angel?" Fred glanced up at her former protector, still heroic, still a savior, still a perfect gentleman and forever a champion._

_He placed a hand a Fred's shoulder. "There's something you need to know..."_

**Fred glanced up at Angel**. "No..." She shook her head.

"Cordelia's calling Sunnydale right now." Angel said earnestly.

Fred nodded, tears welling in her eyes. "You'll let me know when you hear something?"

"Of course."

Downstairs, Cordelia was getting nowhere fast. "What do you mean no one can help us?" She sighed. "Why doesn't anyone keep us updated? Could you maybe send me his number?" Cordy tapped her pen on the desk. "Fine. You ask him."

She hung up and sighed.

Gunn cleared his throat. "No luck?"

"Willow is apparently going through a ... dark period." Cordelia explained.

Angel came downstairs, hearing the end of the conversation. "What about Giles?"

Cordelia shook her head. "He's busy rehabilitating Willow in England. Buffy said she'd give him a call, but they're all pretty overwhelmed themselves."

"Dammit. One of our own is dying and they can't spare the time from their busy lives to help? We deal with the same thing they do every day. We all fight the same good fight." Angel balled his hands into fists. He did not want his team to fall apart over this. They were already splintering as it was.

He made a split second decision. "Hand me the phone."

Cordelia shook her head. "You've got to keep a cool head about this." But handed him the phone regardless.

**"Cordelia, I already told you-"**

"Buffy."

"Angel?" She paused, mentally cursing the fact that his voice still made her heart flutter.

"Look, we need help. I know you're bogged down too, but we're fighting for the same side here. There's got to be something you can do-"

"We're worse off than you think..." Buffy explained everything that had happened over the past few months...

"Thanks, Buffy. I hope everything turns out alright with Willow. Mhm. Bye." Angel sighed and slammed the phone down.

Cordelia winced. "Didn't go so well?"

"You could say that." Angel sighed. "Giles gave Buffy some information. About the Deeper Well. Apparently demons like Illyria are housed there. But there's only one way to get the demon out of Wesley and back to the well."

"Will it save him?" Cordelia asked hopefully.

"It will." Angel nodded. "But you won't like how... None of us will." Angel threw a glare in Gunn's direction and headed off to brood in his room.

**Wesley woke slowly **feeling worse off than he had before his nap. His head was pounding, heart racing in his chest. He felt like he couldn't catch his breath. The light hurt his eyes and his whole body was sore. Though one sensation did feel good, soft lips on his cheek.

"How are you feeling?" Fred asked, obviously worried.

Wesley rubbed his eyes, trying to adjust to the light. "Fine." He lied. "Have you found anything?"

Fred shook her head. "Cordelia and Angel are researching. I've been up here with you."

Wesley couldn't help but smile. "All this time?"

"It wasn't that long at all." Fred kissed him lightly.

Wesley kissed her back passionately, tangling his hand in her hair, breathing in her scent, wanting nothing more than to spend this time with her.

"Mmm." Fred muttered an utterance of pleasure and moved to lay on top of Wesley. He wrapped his arms around the small of her back and moved his mouth to nibble on her earlobe. She giggled and pulled away to trail soft kisses across his scar.

Wesley was overcome with racking coughs.

Fred pulled back, hurrying off him and reaching for a cup of water. But Wesley was too busy staring at his hand, and the residual blood left there from his fit of coughs.

Fred staved off her fear, making him take a drink.

Wesley took a sip and placed the glass on the bedside table. He glanced at his watch. The sun would be going down soon. Fred had mentioned something about him having a days time... a day.

Fred watched as Wesley's expression turned grave.

"How long do I have?" He asked quietly, glancing at the covered window.

Fred's brown eyes widened. "What...?"

Wesley continued, quietly. "Three hours? Four? 'Til the sun sets?"

Fred placed a finger to his lips. "Shh. Don't talk like that. Angel, Gunn, and Cordy will figure out a solution, it's only a matter of time before they find a way to cure you."

Wesley took Fred's hand and kissed it tenderly, gazing into her eyes and giving her the first glimpse of his fear.

"It's not enough time."

**Angel had had enough. **He walked over to Gunn, staring him down. "You're going to tell Fred and Wesley the news. This is your fault to begin with. If you hadn't followed through with your selfish intentions none of us would be in this situation."

"I dunno what you want from me, man. I can't help them. Either of them." Gunn threw back angrily.

Angel stepped up close in Gunn's personal space. Practically growling the next sentence at him. "No, you can't help them. But you'll deal with the consequences of your actions. I wont be the middle man."

Gunn nodded. Thankful that Cordelia, Lorne, and Connor weren't around at the moment. There was enough guilt to go around; he didn't need it from them to.

"Alright." Gunn sighed wearily. "Alright."

Angel backed off, still unhappy with the situation, but there was nothing more he could do. Everything was in Gunn's hands now.

**A/N: Blah. It took me forever to write this chapter, and I still don't like how it turned out. I wanted to add in more Sunnydale and Buffy stuff, but the timeline sets it up for Dark Willow and everyone splitting up etc etc. **

**Rough weeks, along with writers block. I wanna say the next chapter will be up by the latest on Sunday. I know there's going to be two more chapters at least, and then definitely a sequel if you both are up for it. Thanks my loyal readers!**

**ps- my Angel has anger management problems... **


	16. Heartbreak Part 2

**Universe: Alternate Angel, Season 3.**

**Pairing: Fred/Wes **

**Rating: T**

_Episodic Timeline: _

**Angel: Between the end of Season 3 and the start of Season 4. **

**A/N: Patience is a virtue that i'm surely glad my readers have! The end of the semester is always tough. What with tests and projects. Anyway. Here you are. I really really hope you enjoy. Its certainly been a long time coming. **

_Previously on Taking: _

**Fred p**_laced a finger to Wesley's lips."Shh. It's only a matter of time before Angel, Cordy, and Gunn find a way to cure you."_

_Wesley took Fred's hand and kissed it tenderly, gazing into her eyes and giving her the first glimpse of his fear._

_"It's not enough time."_

**Angel **_backed off, still unhappy with the situation, but there was nothing more he could do. Everything was in Gunn's hands now._

**Now...**

**There **was a heavy-handed knock on the door. Fred glanced into Wesley's worried eyes, trying not to reveal any of her own feelings of trepidation. She placed her lips to Wesley's blue-tinted cheek. "I'll be back in a minute." She promised, before heading out the door and shutting it behind her.

"Charles?" She had expected the visitor to be Angel... but if someone else had come up to see them... "Have you found a cure?" Fred asked, excitement and hope bubbling up inside her.

Gunn, heartbroken at the sight, let out a troubled sigh. "Maybe, maybe..." Gunn wouldn't look her in the eyes. "We should go sit down."

"Charles..." All the hope faded from Fred's voice. She placed a hand lightly on his arm. "Charles, what is it?"

Gunn glanced into her beautiful brown eyes. "Why do you always call me Charles? Why not Gunn, like everyone else?"

Fred shrugged, smiling. "The name just, well, it makes me think of a prince. Sir Charles. And after Pylea, well, I had always hoped a prince would come and save me from my cave. Angel saved me from the cave in Pylea, but you saved me from the cave I made myself. The one I had built around myself. You reminded what it was to be part of this world." Her hand fell from his arm as she noticed his eyes begin to water.

"I've got some news." He shook his head. "And it isn't good." Gunn watched the smile falter and fall from Fred's lips. "There's a way to save Wes. But, well, thousands, no, hundreds of thousands of people will die if we save him." Gunn couldn't bear to look at Fred. "Angel knows you and Wes wouldn't want that."

There was a long pause.

Fred shook her head, a single tear sliding down her cheek and falling to the carpet beneath her feet. "No. We wouldn't."

"So, there's really, uhm, I'm really sorry, Fred." Gunn placed his hand on Fred's shoulder and forced himself to take in her crestfallen expression. "The rest of us, well, we understand if you'd like to be alone now. Cordelia said she'd come check on you in a bit."

Fred nodded, saying nothing; she turned her back on Gunn and went back into the room she shared with Wesley.

Gunn hung his head in misery, feeling like his whole world had come crashing down, and he hadn't even told her the worst part...

**"Wes?" Fred said, trying to keep her voice steady. **The sun had finally set, and the room was almost completely dark. She flicked the light on that was next to the bed.

Wesley squinted as the lights intensified his headache tenfold. "Is everything alright?" He asked, trying to keep from shivering. He sat up and hissed in pain, every movement making his body burn.

Fred took in the sight of her ill lover. His forehead, lips, cheeks, and arms were all tinged the same bluish color. She couldn't keep this up, the lies. He had, at most, hours left.

"Everything is... not okay." Fred sat down on the bed next to him, taking his hand in hers.

Wesley looked into her pain-filled eyes. "There's no way to save me."

Fred nodded and the tears she had been holding back began to stream down her cheeks. "There is. But it would kill so many other people."

Wesley let out the breath he had been holding. "Looks like I'm done for then."

Fred stared at him in horror. "Death isn't a joke."

Wesley pulled her into a tight embrace. "I know. I know." He said, comforting her. "Just trying to relieve the tension."

Fred wiped at her eyes with her sleeve, sitting up to press her lips to Wesley's in a quick kiss.

"Do you think you could get me something?" He asked quietly.

"Yes, anything." Fred agreed.

"There's a journal, downstairs, top drawer of the desk and a pen." Wesley instructed.

Fred hurried downstairs to get the things Wesley wanted. They only had so much time together, and she wouldn't waste it.

**As night carried on,**

Fred lay in bed next to Wesley as he wrote quietly.

"Almost done." He promised, kissing her cheek. His lips felt inhumanly cold to her.

"What're you writing?" Fred couldn't help but be curious, he had been writing for some time now, scratching things out and trying again; also, flipping through pages and condensing things together. Suddenly, he dropped the pen and journal, freezing.

"Wesley? Wes?"

He jolted back in the bed, convulsing in pain. Fred could do nothing but watch, with tears in her eyes as he thrashed on the bed, writhing in pain. Once it had stopped, she wrapped her arms around him and kissed the top of his head, holding him tightly.

"Hello there." Wesley said weakly, a smile on his lips.

"Hi." Fred replied tearfully.

"Fred," His lips wrapped around her name lovingly. "My dear Winifred." He gazed into her eyes as she held him, shaking with pain. His cold hand caressed her cheek. "I've loved you since I've known you."

She shook her head, tears cascading down her cheeks. "I love you." She replied, kissing him softly.

"Promise me something." Wesley said, holding her gaze.

Fred shook her head, not wanting to hear this.

Wesley's fingers caught her chin, pulling her into another kiss. "Don't be sad." He paused, running his fingers over her rosy lips. "You're a survivor."

Fred's tears splashed onto Wesley's face as she felt his last breath. She sobbed as Wesley's body stilled in her arms.

"Oh my love, oh my love." Her body was wracked with sobs.

Without warning, Wesley flung Fred off of him, falling to the floor and thudding loudly.

Disoriented, Fred rubbed her head, getting up slowly. "Wesley?" She question hopefully. "Wesley?"

Her love stood up. His body strangely rigid. His hair colored bright blue, as well as his eyes and the skin around his face. He didn't even glance her way, staring instead at his own hands, turning them over slowly.

"This will do."

**A/N: Whew. Sorry folks. Tissues needed. One Chapter left, then onto the sequel. Yup that's right. Sequel. Imagining Wesley as Illyria is kind of weird, I admit, but don't worry. The story will remain... well, just as interesting. If not more so. **

**So, Fred's speech to Gunn was meant to make him feel worse. What'd you think? Freddish? Hmm, what will Wesley's journal say? And will Fred read it? What did Wesley's last words mean? I tried to combine Wes and Fred's death scene together for this one. yup. (all rhetorical questions by the way. To be answered... but you may take guesses if you like.) **

**R&R wonderful followers! **


	17. World Falls Down

**Universe: Alternate Angel, Season 3.**

**Pairing: Fred/Wes **

**Rating: T**

_Episodic Timeline: _

**Angel: Between the end of Season 3 and the start of Season 4. **

**A/N: The final chapter. Thank you for your patience and all the lovely reviews. They feed my muse and keep me going. Without you, my lovely loyal readers, this fic certainly wouldn'tve gotten finished. A thousand thanks. **

_Previously on Taking: _

_Wesley's fingers caught her chin, pulling her into another kiss. "Don't be sad." He paused, running his fingers over her rosy lips. "You're a survivor." _

_Fred's tears splashed onto his face as she felt his last breath release. She sobbed as Wesley's body stilled in her arms. _

_"Oh my love, oh my love." Her body was wracked with sobs. _

_Without warning, Wesley flung Fred off of him, falling to the floor and thudding loudly. _

_Disoriented, Fred rubbed her head, getting up slowly. "Wesley?" She question hopefully. "Wesley?"_

_Her love stood up. His body strangely rigid. His hair colored bright blue, as well as his eyes and skin around his face. He didn't even so much glance her way, staring instead at his own hands, turning them over slowly. _

_"This will do."_

**"Wesley?" Fred questioned, taking a tentative step toward him. **

Slowly, the alien-looking form of Wesley turned, ice blue eyes meeting Fred's quizzical stare. "Oh, that was the name of the shell I'm in..."

It trailed off, tilting its head quizzically.

"Shell..." Fred nearly whispered, confused.

Cordelia, having heard the commotion, was the first one upstairs; she paused in the doorway, gasping as she took in the sight.

"Fred..." She called. "Fred, why don't you come over here." Cordelia suggested, holding out her arm and motioning Fred to move.

Fred shook her head. "I don't understand. What's going on?"

Cordelia glanced at Wesley, well, what was left of him. "I'll explain in a minute." She knew that the demon inhabiting Wesley's body was dangerous.

The demon took a step forward. "What is this?" He glanced between Fred and Cordelia. "This is human grief I'm experiencing. It's like offal in my mouth."

"Illyria." Cordelia said evenly.

The demon inhabiting Wesley's body turned towards her swiftly. "You dare speak my name? Because I take this human shape you presume you can speak to me, like we are equals."

Fred was frozen in place, listening to the exchange between Wesley and Cordelia.

"Filthy human, you were once the muck beneath my feet." Illyria said evenly, a look of disgust on his face.

Without warning the demon tore from the room and made its way downstairs, knocking Cordelia over and moving too fast for either human to see.

Fred rushed over to Cordelia to help her up. Fred had so many questions she needed answered, but quickly followed Cordelia to the top of the staircase. They both paused.

"Illyria!" Angel bellowed, tossing Gunn an ax. Both men stood to block the exits. The demon stood in the center of the lobby.

"Half-breed, and more... humans." Illyria said in disgust. "You believe you can stop me?"

Angel nodded. "You killed someone important to us. We don't let that slide with just a warning." He emphasized his statement by readying his sword. Gunn held his ax and guarded the back door.

The demon scoffed. "You will not stop me."

"Try us." Gunn challenged.

That was the wrong choice. Lunging towards the exit, Illyria avoided Angel's sword as if it was the wave of a harmless feather. Before the demon could reach the exit Gunn attacked, swinging his ax. Illyria caught the ax with one hand and pushed Gunn backwards; he flew against the wall and landed with a thud.

In a surprise attack, Connor lunged at Illyria from the office, firing a cross bow rapidly. The arrows broke with a flick of the demon's wrist. But Connor was quick and he landed a kick square in Illyria's chest, knocking the demon off guard. Angel and Gunn were back in the game both rushing back into the fight.

Illyria seemed intrigued with Connor's abilities. "Hm, a worthy opponent."

As Connor rushed the demon, Illyria waved a hand and time slowed down. As Fred and Cordelia watched on it seemed that everyone was moving in slow motion. In the blink of an eye Illyria was gone and all three men clattered to the floor with their weapons. Fred and Cordelia rushed downstairs.

"Are you guys alright?" Cordelia asked as Gunn and Angel got up slowly.

"Yeah, ego is just a bit bruised." Angel sighed, rubbing the back of his neck.

Gunn nodded, though said nothing.

"We've got to follow the demon and kill it." Connor said roughly. "I almost had it."

Fred's eyes widened in horror. "What's going on...? Why is Wesley...?"

"Sweetie," Cordelia placed a hand on Fred's shoulder. "That thing is not Wesley."

"But, how do you know? What if a part of him is in there, what if his soul... what if he could be revived?" Fred questioned frantically.

Angel shook his head. "Anything that made Wesley who he was... is gone. Illyria shelled out his body."

"The demon?" Fred asked.

Everyone nodded.

"So... so there's no chance that..." Tears began welling in Fred's eyes. Cordelia helped her over to the grey couch and sat with her arm around her friend.

"New plan. Connor... Er Stephen, You and I are going to head over to Wolfram and Hart. Ten to one that's where this thing is going." Angel instructed. "Take any weapons you like."

"Why should I help you?" Connor shot back.

Angel sighed, picking up his broadsword. "You'll get a day of freedom. Good enough?"

Without verbal agreement Connor began rifling through the weapon cabinet. "Gunn, you stay here and make sure Cordelia and Fred stay safe. If anyone sees Lorne again anytime soon, you'll update him?"

Cordelia nodded.

With a plan in motion, Angel set out to do what needed to be done.

**Thirty minutes had passed at most. **Cordelia stroked Fred's hair; her head had been lying in Cordy's lap since Angel left. Fred insisted she wanted to be alone. But Cordelia knew that wouldn't be good for her. Besides, with the demon on the loose who knew when it would return, or if Fred would take the initiative to go after it herself.

Cordelia sighed; everything was so trying these days. If they got through this she would have to set up some sort of celebration. Maybe they all could go out for drinks or dinner or something. Anything to make things seem a bit less... dark. Then, there was the issue of Connor not trusting Angel. Cordelia refrained herself from sighing again. She glanced at Gunn who was dozing off at the desk.

The back doors opened and Cordelia froze, relaxing only after she realized who it was.

"Why the long faces sugar cakes?" Lorne asked, striding in through the back doors.

"Fred, honey, I'm gunna go talk to Lorne. Is it okay if Gunn looks after you for a bit?" Cordelia asked, brushing a strand of hair behind the bereaved woman's ear.

"Mhm." Fred nodded.

Cordelia led Lorne into the office and shut the door behind them.

Gunn rubbed the sleep out of his eyes and walked over to the circular couch.

He sat down near Fred and set his ax on the floor by his feet. Fred, feeling awkward to let him see her in such a state, sat up and wiped the tears from her eyes.

"Sorry I'm such a wreck." She apologized, running her fingers through her hair to try and tame it.

"It's fine." Gunn muttered. "I mean the circumstances are... Well, there's no need to apologize." He trailed off, eyes focused on his shoes.

Fred was trying to keep her mind wandering. Not letting it pause on a single thought. It helped to leave the gravity of the situation away from her mind, and maybe only touch think on it briefly.

"I was thinkin of askin what you're thinking. But..."

Gunn shifted over so that his arm was touching hers. "All I really want to say is that I'm here for you, if you need me."

"Charles..." she breathed softly, setting her head on his shoulder. "Nothing will feel better for a long time..." Fred ran through the past few days in her head and thought about the case again, landing on a particular fact that had once seemed so important and had been long forgotten with the drama of the past few days.

Fred shot up. "It should've been me... not him. It should've been little geeky science girl Fred. Not Wesley. Wesley's the one who had the knowledge, he should've lived." Charles pulled the hysterical Fred in his arms. "You can't change what happened. It was an accident. It could've happened to any of us."

Fred shook her head crying into Gunn shirt. "They shoulda taken me. It shoulda been me.

"Shh," Gunn said soothingly, rubbing her back gently. "It's all gunna be okay Fred. It is."

Just then, a big gust of wind blew open the back doors. Illyria, garbed up in blue and red armor appeared. Quicker than Gunn could grab his ax the demon had a firm hold on his neck.

Illyria said forcefully. "You, my Qwa'ha Xahn. We're meant to bring me to the place where my army awaits.

"Yo, hold up. What army? This sure wasn't in the contract." Gunn shot back.

Fred removed herself from the area of the struggle.

"YOU are my Qwa'ha Xahn, yes? You are the one who chose the vessel and location for my rebirth." Illyria asked.

"Well..." Gunn shrugged and glanced around. "Well I had some help."

"Yes. But that muck made me aware of what you have. It's something that I need." Illyria held out a bluish hand for Gunn to take.

Cordelia came bursting from the office. "Don't help that thing Gunn!"

He sighed. "What other choice do I have? The rest of you don't need this creep around here because of me." He picked up his ax and left with Illyria at top speed.

"Charles... Charles did this to Wes?" Fred couldn't decide between violent sobs, or fury and outrage.

"Angel and Connor will be back soon..." Cordelia supplied lamely.

Fred interrupted her. "Yeah, and maybe by then Illyria and Gunn will have wiped out half of the Los Angeles population."

Fred's world was crumbling down.

Her whole was already down, and she couldn't let it back up.

**A/N: So, I wrote the last third of this chapter in a drug-induced coma. From my sleeping pill. I went over it with spell check and my mother but still have no idea what the last line means. However, we thought it was amusing and quite fitting. It will be the title of the sequel. To open on Friday: The Whole Is Down **

**(I might revise that once the amusement wears off...)**

**If you can tell me what you think the last line means you get an Xmas cookie. **

**Next up: My AU version of Double or Nothing for someone awesome : )**

**Thanks for bearing with me. Please R & R. **


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